FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Esterow Kenneth S
2. Issuer Name and Ticker or Trading Symbol

Bankrate, Inc. [ RATE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, CEO
(Last)          (First)          (Middle)

C/O BANKRATE, INC., 1675 BROADWAY, 22ND FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

11/8/2017
(Street)

NEW YORK, NY 10019
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/8/2017     D    406357   D   (1) 0   D    
Common Stock   11/8/2017     A    501867   (2) A   (1) 501867   D    
Common Stock   11/8/2017     D    501867   (2) D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)     (3) 11/8/2017     D         250000      (3)   (3) Common Stock   250000     (3) 0   D    

Explanation of Responses:
(1)  At the Effective Time, (i) each issued and outstanding share of common stock of the Company was cancelled and converted into the right to receive $14.00 in cash, without interest (the "Merger Consideration"), and (ii) each outstanding restricted stock award and restricted stock unit award became fully vested (in the case of awards that vested solely based on continued service) or became vested to the extent provided for in the applicable award agreement (in the case of awards that vested based on performance conditions for which the performance period was not complete, with performance determined in accordance with the Merger Agreement) and was cancelled and converted into the right to receive the Merger Consideration in respect of each vested share of common stock of the Company subject to such award, in each case subject to applicable withholding taxes.
(2)  Represents performance-based restricted stock unit awards that became vested and were converted at the Effective Time into the right to receive the Merger Consideration, subject to applicable withholding taxes, as provided in the Merger Agreement and as described in footnote 1.
(3)  At the Effective Time, each outstanding option to acquire shares of common stock of the Company became fully vested (to the extent unvested) and was cancelled and converted into the right to receive the product of (1) the excess, if any, of the Merger Consideration over the applicable exercise price of such option, multiplied by (2) the total number of shares of common stock of the Company subject to such option. Any options that had an exercise price per share that was equal to or greater than the Merger Consideration were cancelled for no consideration.

Remarks:
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of July 2, 2017 (the "Merger Agreement"), by and among Red Ventures Holdco, LP ("Red Ventures"), Baton Merger Corp. ("Merger Sub") and Bankrate, Inc. (the "Company"), a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on July 7, 2017, and by which the Company became a wholly owned subsidiary of Red Ventures (the "Merger") on November 8, 2017 (the "Effective Time").

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Esterow Kenneth S
C/O BANKRATE, INC.
1675 BROADWAY, 22ND FLOOR
NEW YORK, NY 10019
X
President, CEO

Signatures
/s/ James R. Gilmartin, as attorney-in-fact 11/8/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Bankrate, Inc. (delisted) (NYSE:RATE)
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Bankrate, Inc. (delisted) (NYSE:RATE)
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